Common use of REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Parent represents and warrants to the Company that the statements contained in this ARTICLE III are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE III. For purposes of this ARTICLE III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this ARTICLE Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE Article III; , and except to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE IIIparagraph, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other only the corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or the executive officer officers of the Parent Parent, as well as any other knowledge which such person executive officers would have possessed had such person they made reasonable inquiry of directors and key employees of with respect to the Parent and the accountants and attorneys of the Parentmatter in question.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Parent represents and warrants to the Company that the statements contained in this ARTICLE Article III are are, after giving effect to the Split-Off (unless otherwise stated to the contrary), true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE Article III; and to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and appropriate officers, directors, key employees of the Parent and the employees, accountants and attorneys of the ParentParent with respect to the matter in question.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this ARTICLE Article III are true and correct, except as set forth in the disclosure schedule Parent Disclosure Schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Parent (the “"Parent Disclosure Schedule”"). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE Article III; , and except to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE IIIparagraph, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other only the corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “"to the knowledge of the Parent” " or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or the executive officer officers of the Parent Parent, as well as any other knowledge which such person executive officers would have possessed had such person they made reasonable inquiry of directors and key employees of with respect to the Parent and the accountants and attorneys of the Parentmatter in question.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this ARTICLE Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE Article III; and to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director or executive officer of the Parent (which shall include the Buyer) as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and appropriate officers, directors, key employees of the Parent and the employees, accountants and attorneys of the ParentParent with respect to the matter in question.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Parent represents and warrants to the Company that the statements contained in this ARTICLE III 3 are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE III3; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE III3, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE III3. For purposes of this ARTICLE III3, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and key employees of the Parent and the accountants and attorneys of the Parent.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this ARTICLE Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof and accepted in writing by the Company (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE III; Article III and to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE IIIparagraph, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other the corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and appropriate officers, directors, key employees of the Parent and the employees, accountants and attorneys of the ParentParent with respect to the matter in question.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Each of the Parent and the Acquisition Subsidiary represents and warrants to the Company that the statements contained in this ARTICLE Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent and the Acquisition Subsidiary to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE Article III; and to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director or executive officer of the Parent or the Acquisition Subsidiary as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of directors and appropriate officers, directors, key employees of the Parent and the employees, accountants and attorneys of the ParentParent or the Acquisition Subsidiary with respect to the matter in question.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Parent represents and warrants to the Company that the statements contained in this ARTICLE Article III are true and correct, except as set forth in the disclosure schedule provided by the Parent to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE Article III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE Article III, the disclosures in any numbered paragraph of the Parent Disclosure Schedule Schedules shall qualify such other corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or executive officer of the Parent as well as any other knowledge which such person would have possessed had such person made Xxxxxxxx XxXxxxxx, Xxxxx XxXxxxxx and Cem (Xxx) Alptekin following reasonable inquiry of appropriate officers, directors and key employees of the Parent Company and the accountants and attorneys of the ParentCompany.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE ACQUISITION SUBSIDIARY. The Each of the Parent and the Acquisition Corp. represents and warrants to the Company that the statements contained in this ARTICLE Article III are true and correct, except as set forth in the disclosure schedule Parent Disclosure Schedule provided by the Parent and the Acquisition Corp. to the Company on the date hereof (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this ARTICLE Article III; , and except to the extent that it is reasonably apparent clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this ARTICLE IIIparagraph, the disclosures in any numbered paragraph of the Parent Disclosure Schedule shall qualify such other only the corresponding numbered paragraph in this ARTICLE Article III. For purposes of this ARTICLE Article III, the phrase “to the knowledge of the Parent” ' or any phrase of similar import shall be deemed to refer to the actual knowledge of any director or Rxxxxx Xxxxxx, the sole executive officer of the Parent Parent, as well as any other knowledge which such person executive officer would have possessed had such person she made reasonable inquiry of directors and key employees of with respect to the Parent and the accountants and attorneys of the Parentmatter in question.